Supervisory Board (Rabobank Nederland)
Central Delegates Assembly
Every member of the Executive Board is thoroughly familiar with the financial sector in
general and with banking in particular, with Rabobank's role in society, and with stakeholder
interests. In addition, every Executive Board member has the in-depth knowledge that is
required to be able to understand the main aspects of Rabobank Nederland's overall policy
and to independently form a balanced opinion of the associated risk exposures. Each year,
the members of the Executive Board take part in a continuing education programme that
is specifically tailored to their needs. The Supervisory Board periodically evaluates the
performance of the Executive Board.
On the recommendation of the Supervisory Board, the Central Delegates Assembly defines
the principles underlying the executive compensation policy.The Supervisory Board then
determines the remuneration of the individual members of the Executive Board and is
accountable for its decisions in this regard to the Committee on Confidential Matters of the
Central Delegates Assembly.
The Supervisory Board of Rabobank Nederland supervises the policies pursued by the
Executive Board and the general conduct of business at Rabobank Nederland and its affiliated
entities. The Supervisory Board also monitors compliance with the law, the Articles of
Association and other relevant rules and regulations. The Supervisory Board discharges its
duties from the broad perspective of the continuity of Rabobank Nederland and its affiliated
entities. The Supervisory Board evaluates whether enough consideration is given to the
interests of all stakeholders (including customers and employees) of Rabobank Nederland and
its affiliated entities.
Key decisions by the Executive Board are subject to Supervisory Board approval. Such decisions
would include decisions on the strategy that is to lead to targets being achieved and on the
parameters of that strategy, e.g. in relation to financial risks and relevant CSR aspects, on the
annual adoption of the policy plans and the budget, and on operational and financial targets.
The supervisory duties focus on risk management in particular. The Supervisory Board also
plays an important role in the group-wide remuneration policy.
Candidates for a seat on the Supervisory Board can be recommended by the Executive Board,
the Works Council of Rabobank Nederland and the General Meeting. The members of the
Supervisory Board are appointed by the General Meeting of Rabobank Nederland, on the
nomination of the Supervisory Board and subject to the approval of the Dutch Central Bank
(DNB). Key considerations in nominating and appointing Supervisory Board members are
their expertise and independence as individuals. The profile describes the integrity, and the
expertise and level of availability that the Supervisory Board feels are needed. The members
of the Supervisory Board take part in a customised continuing education programme.
The Committee on Confidential Matters of the Central Delegates Assembly sets the
remuneration of the Supervisory Board members.
The Supervisory Board has five committees that help prepare the Supervisory Board for its
decision-making and provide advisory input. These are the Audit, Compliance Risk Committee,
the Cooperative Issues Committee, the Appointments Committee, the Remuneration
Committee and the Appeals Committee.
The local Rabobanks are organised geographically in twelve Regional Delegates Assemblies,
each with their own Board. Together, the Boards of the Regional Delegates Assemblies form
the Central Delegates Assembly, which meets four times a year. The Regional Delegates
Assemblies appoint most of the members of the Central Delegates Assembly as their
representatives at local and group level. The Regional Delegates Assemblies discuss the
agenda items prior to the Central Delegates Assembly. They can also table agenda items for
their own meetings. The Regional and Central Delegates Assemblies have an important say in
the policy-making process of the Rabobank organisation.
Other issues besides policy-making are discussed in the Assemblies too. The powers of the
Central Delegates Assembly include the adoption of:
- binding rules governing all local Rabobanks;
- the Strategic Framework, thereby determining the Group's strategy going forward; and
- the budget for the support that Rabobank Nederland will provide to the local Rabobanks.
88 Annual Report 2012 Rabobank Group
